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TABLE OF CONTENTS

			Page

ARTICLE I	DEFINITIONS		1

SECTION 1.1.		Definitions	1
SECTION 1.2.		General	4
SECTION 1.3.		References to Time	5

ARTICLE II	REPRESENTATION AND WARRANTIES		5

SECTION 2.1.		Representations and Warranties of IBG LLC Members	5
SECTION 2.2.		Representations and Warranties of IBG LLC, IBGI and IBG Holdings	6

ARTICLE III	CONTRIBUTION AND INITIAL PURCHASE		6

SECTION 3.1.		Contribution	6
SECTION 3.2.		Initial Purchase	6
SECTION 3.3.		Effect of Contribution and Initial Purchase	6
SECTION 3.4.		Class B Common Stock	7

ARTICLE IV	PURCHASES AND REDEMPTIONS		7

SECTION 4.1.		Elective Redemptions	7
SECTION 4.2.		Mandatory Redemptions	8
SECTION 4.3.		Purchases and Redemptions Generally	9
SECTION 4.4.		IBG Holdings Shares	10

ARTICLE V	RELATIONSHIP AMONG THE PARTIES		10

SECTION 5.1.		Parity of IBG Holdings Shares and Shares of Common Stock	10
SECTION 5.2.		IBG LLC Further Assurances	10

ARTICLE VI	MISCELLANEOUS		10

SECTION 6.1.		Entire Agreement	10
SECTION 6.2.		Expenses	11
SECTION 6.3.		Notices	11
SECTION 6.4.		Amendment, Modification or Waiver	12
SECTION 6.5.		Successors and Assigns; No Third Party Beneficiaries	12
SECTION 6.6.		Counterparts	12
SECTION 6.7.		Negotiation	12
SECTION 6.8.		Specific Performance	12
SECTION 6.9.		Governing Law	12
SECTION 6.10.		Jurisdiction	13
SECTION 6.11.		Interpretation	13
SECTION 6.12.		Severability	13

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this Agreement), dated as of , 2007, by and among Interactive Brokers Group, Inc., a Delaware corporation (IBGI), IBG Holdings LLC, a Delaware limited liability company (IBG Holdings), IBG LLC, a Connecticut limited liability company (formerly known as Interactive Brokers Group LLC, IBG LLC), and the members of IBG LLC party hereto (the IBG LLC Members, and together with IBGI, IBG Holdings and IBG LLC, the Parties and each a Party).

RECITALS

WHEREAS, IBGI intends to consummate an initial public offering (the IPO) of shares of its Class A common stock, par value $0.01 per share (the Common Stock);

WHEREAS, in connection with the IPO, the IBG LLC Members desire to contribute their membership interests in IBG LLC to IBG Holdings in exchange for IBG Holdings membership interests pursuant to the terms of this Agreement;

WHEREAS, in connection with the IPO, IBG Holdings desires to sell certain of its membership interests in IBG LLC to IBGI upon consummation of the IPO for an aggregate consideration consisting of: (a) the net proceeds from the IPO, and (b) an amount equal to certain tax benefits to be realized by IBGI over time, in accordance with the Tax Receivable Agreement (as defined below);

WHEREAS, IBGI agrees to purchase from IBG Holdings over time membership interests in IBG LLC using the proceeds of periodic offerings of shares of Common Stock, commencing one year after consummation of the IPO; and

WHEREAS, IBG LLC agrees to effect such transfers of its membership interests and to take such actions as are otherwise necessary to facilitate the foregoing.

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Exhibits to the Exchange Agreement

Exhibit A	Tax Receivable Agreement
Exhibit B	Form of Contribution Notice
Exhibit C	Form of Redemption Request